NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW
Zengun Group AB (publ) (the “Issuer”) is offering holders of the Issuer’s outstanding bonds outlined below (the “Bonds”) to tender their Bonds for purchase by the Issuer for cash (the “Tender Offer”) at the purchase price set out below, plus accrued and unpaid interest. The Bonds will be repurchased subject to the terms and conditions described in a tender information document dated 5 October 2020 (the “Tender Information Document”).
Description of the Bonds / ISIN / Issued Amount / Outstanding Amount / Minimum Denomination / Purchase Price
2019/2022 Senior Secured FRN / SE0012481414/ SEK 450,000,000 / SEK 415,350,000 / SEK 1,000 / 104.290%
The full terms and conditions of the Tender Offer can be found in the Tender Information Document, which is available in the following link: https://zengun.se/sv/prospectus/
In connection with the Tender Offer and the Notice of Redemption, the Issuer announces that it contemplates to issue new SEK denominated senior secured Bonds of up to SEK 600,000,000 under a framework of SEK 1,000,000,000 with an expected tenor of 4 years (the “New Bonds”), subject to market conditions.
The Tender Offer expires at 12:00 CEST on 8 October 2020, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Issuer. Settlement of the Tender Offer is expected to occur at
or around 16 October 2020. The Issuer’s repurchase of Bonds is conditional upon a successful issue of New Bonds.
Holders of Bonds who accept the Tender Offer will be eligible to receive a priority in the allocation of the New Bonds, subject to the terms set out in the Tender Information Document.
The Issuer has mandated Nordea Bank Abp as sole arranger and bookrunner in respect of the issuance of the New Bonds and as dealer manager for the Tender Offer.
The Issuer has also issued an irrevocable, conditional notice of redemption (the “Notice of Redemption”) in relation to the Bonds pursuant to which it will, subject to a successful issue of the New Bonds, redeem any Bonds not purchased by the Issuer in the Tender Offer at an amount of 104.00 per cent. of the total outstanding Nominal Amount (i.e. SEK 959.92 per Bond) (in accordance with clause 9.3(a)(i) of the terms and conditions of the Bonds) with the early redemption date being 29 October 2020 and the record date being 22 October 2020. Pursuant to the terms and conditions of the Bonds, the early redemption notice will be sent to the holders of the Bonds by Nordic Trustee & Agency AB (publ) and published on the websites of the Issuer and Nordic Trustee & Agency AB (publ).
In connection with the repurchase and/or redemption of the Bonds in full, the Bonds will be delisted from Nasdaq Stockholm.
|Attachments:||The Tender Information Document|
|The Notice of Redemption|
Dealer Manager for the Tender Offer:
Nordea Bank Abp: +45 5170 0214, NordeaLiabilityManagement@nordea.com
For more information, please contact the issuer:
Sture Nilsson, Managing Director and CEO +46 (0)70 580 04 15
This information is information that the Issuer is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish securities markets act (2007:528). The information was submitted for publication, through the agency of the contact person set out above, 11.00 CEST on 5 October 2020.
Zengun is one of the leading construction contractors in the Stockholm Region. The company carries out construction projects on behalf of well-known players in the real estate industry. The main focus is on commercial properties, but the portfolio also includes housing projects and projects in the public sector. Zengun is a complete supplier and partner, with customer-oriented working methods representing an important part of its business concept. The company has approximately 220 employees and annual revenue of just over SEK 2,6 billion. #zengunbuildingstockholm